Question
(redacted)
November 22, 1985
Mr. Andrew Scanlon
Compliance Specialist
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580
RE:Premerger Notification Requirements Under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976
Dear Mr. Scanlon:
This letter will confirm our telephone conversation on November 20 regarding the purpose and implications of the premerger notification requirements contained in 15 U.S.C. 18a (b)(1) (the applicable statute).
Prior to our telephone conversation, we reviewed the applicable statute and concluded that it applies to any proposed acquisition which meets the minimum requirements specified in the statute (the reportable transaction). The statute requires that the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) be notified in writing of any reportable transaction, and also specifies that a minimum waiting period must pass prior to the consummation of the acquisition in question. Further, we concluded from the statute that certain types of acquisitions, such as leasing transactions,
STAFF COMMENT: except finance (capital) leases
are not reportable transactions and are exempted from the notice and waiting period requirements described above (the statutory requirements). During our conversation, you confirmed that our understanding of the statute was correct. You also indicated that the purpose of the statute is to enable the FTC and DOJ to investigate potential antitrust violations prior to the consummation of any reportable transaction.
You further stated during our conversation that compliance with the statutory requirements described above has absolutely no bearing upon whether a proposed transaction violates other antitrust laws or will have an anticompetitive effect on an existing market. You also stated that a non-reportable transaction could still be subject to investigation and/or prosecution by the FTC or DOJ for violating other antitrust laws. Finally, you were in agreement with our conclusion that notice of an exemption from the statutory requirements would not be construed as a determination that the transaction is also in compliance with other antitrust laws.
We believe that the foregoing accurately summarizes the statements which you made during our November 20 telephone conversation. We will assume that you concur with the statements contained in this letter unless you advise us otherwise. If you object to any statement contained herein, you have agreed to notify our firm in writing within ten (10 ) days from the date of receipt of this letter.
STAFF COMMENT: inaccurate
For your information, we believe that certain (redacted) officials may also request an explanation from you regarding the general implications of the premerger notification statute. We understand that the (redacted) is concerned about the antitrust implications of a proposed lease transaction involving (redacted) owned assets, and may require clarification regarding the significance of the premerger notification requirements. We will provide (redacted) officials with a copy of this confirmation letter to assist them in evaluating the antitrust implications of the proposed lease transaction. Further, we will refer (redacted) officials to you if they require further explanation regarding the statute.
Thankyou for your assistance in this matter.
Very truly yours,
(redacted)
(redacted)
NO ADDITIONAL STAFF COMMENTS